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Business Combinations | 9 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
Business Combinations | Note 2 – Business Combinations Oncimmune Limited On October 31, 2019, the Company purchased select assets and liabilities from Oncimmune Limited (“Oncimmune”) for total consideration of $1.2 million payable in quarterly installments commencing 30 days following the closing of the transaction. Concurrent with the Oncimmune purchase, the Company acquired an option to license rights within the United States to an additional indication for their product for $9.0 million. This option, which is exclusive to the Company, expires on the earlier of 30 days following Food and Drug Administration approval or December 31, 2020. As of September 30, 2020, (a) the full $1.2 million has been paid-out and (b) the Company notified Oncimmune that it will not exercise this option for expansion of the field of use. The Company accounted for the transaction as a business combination in accordance with ASC 805. As such, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The goodwill associated with the acquisition is the result of expected synergies, an increase in future revenue as a result of,the expansion of the technology into additional markets, and lower future operating expenses. The following summarizes the aggregate consideration paid by the Company and the allocation of the purchase price (in thousands):
Cash |  | $ | 1,206 |
Total fair value of consideration transferred |  | $ | 1,206 |
Deposit |  | $ | 6 |
Inventory |  |  | 14 |
Property and equipment |  |  | 241 |
Purchase option |  |  | 121 |
Goodwill |  |  | 827 |
Accrued liabilities |  |  | (3 | )
|  | $ | 1,206 |
As of December 31, 2019, the Company has finalized its accounting for this business combination. Integrated Diagnostics, Inc. On June 30, 2018, the Company purchased select assets and liabilities from Indi for total consideration of $27.6 million, consisting of $8.0 million (10,649,604 shares) of the Company’s Series G Preferred Stock and contingent consideration with an initial fair value of $19.6 million. The 10,649,904 shares issued at closing include 2,129,981 shares that were deposited in an escrow account to be used to satisfy any indemnification obligations of Indi that may arise. The Company accounted for the transaction as a business combination in accordance with ASC 805. As such, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The estimated fair values of acquired assets and assumed liabilities were determined by management with the assistance of an independent third party. The goodwill associated with the acquisition is the result of expected synergies, an increase in future revenues as a result of the expansion of the technology into additional markets, as well as lower future operating expenses. The following summarizes the aggregate consideration paid by the Company and the allocation of the purchase price (in thousands):
Preferred stock issued - 10,694,904 shares |  | $ | 7,987 |
Contingent consideration |  |  | 19,600 |
Total fair value of consideration transferred |  | $ | 27,587 |
Prepaid expenses and other assets |  | $ | 50 |
Inventory |  |  | 394 |
Property and equipment |  |  | 316 |
Technology |  |  | 16,900 |
Goodwill |  |  | 10,804 |
Liabilities |  |  | (877 | )
|  | $ | 27,587 |
The acquisition of Indi included a contingent consideration arrangement that requires additional consideration to be paid by the Company to Indi based on the Milestone of the attainment of a three consecutive month gross margin target of $2 million within a seven-year period after the acquisition date. For the six months following the achievement of the Milestone, Indi has the option to require the Company to pay the contingent consideration in cash over eight equal installments due each calendar quarter or to require the issuance of additional shares of Series G preferred stock. The total amount of undiscounted contingent consideration which the Company may be required to pay under the arrangement is $37.0 million. If Indi elects not to exercise these options, the Company has 12 months to settle the contingent consideration in either two equal quarterly cash installments or in 14,959,114 shares of Series G Preferred Stock. The fair value of $19.6 million contingent consideration recognized on the acquisition date was estimated by management with the assistance of an independent third party. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 fair value measurements. See Note 3, Fair Value Accounting, for a discussion of the fair value of the contingent consideration and changes in fair value subsequent to the acquisition date. Intangible assets acquired, amortization method and estimated useful lives as of June 30, 2018 was as follows (dollars in thousands):
|  | Useful Life |  | Amortization Method |  | Fair Value |
Technology |  | 9 years |  | Straight-line |  | $ | 16,900 |
The technology acquired from Indi consisted of the technology and related know-how of the XL2 test which Indi had developed. The fair value of the technology was estimated by applying a multi-period excess earnings method. The results of this method are based on significant inputs that are not observable in the market, or Level 3 inputs (see discussion of the fair value hierarchy in Note 3). Key assumptions included (a) projected revenue and related profitable attributable to the acquired technology over the estimated life of the acquired technology and (b) a discount rate of 37.5%. As of December 31, 2018, the Company had finalized its accounting for this business combination.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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